UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 27, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD TO
COMMISSION FILE NO. 1-6383
MEDIA GENERAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<PAGE>
The registrant hereby amends the following items, financial statements,
exhibits or other portions of its 1998 Annual Report on Form 10-K as set forth
in the pages attached hereto:
Exhibits:
Amended index to exhibits to the Media General, Inc., 1998
Annual Report on Form 10-K.
Exhibit 99.1 Annual Report of the Thrift Plan Plus For
Employees of Media General, Inc., on Form 11-K for the year
ended December 31, 1998.
Exhibit 99.2 Annual Report of the Register Publishing Company,
Inc. Incentive Savings Plan on Form 11-K for the year ended
December 31, 1998.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger dated July 19, 1996, by and among
Media General, Inc., MG Acquisitions, Inc., and Park
Acquisitions, Inc., incorporated by reference to Exhibit 2.1
of Form 8-K dated January 7, 1997.
2.2 First Amendment to Agreement and Plan of Merger dated as of
January 7, 1997, by and among Media General, Inc., MG
Acquisitions, Inc., and Park Acquisitions, Inc., incorporated
by reference to Exhibit 2.2 of Form 8-K dated January 7, 1997.
3(i) The Amended and Restated Articles of Incorporation of
Media General, Inc., incorporated by reference to Exhibit 3.1
of Form 10-K for the fiscal year ended December 31, 1989.
3(ii) Bylaws of Media General, Inc., amended and restated as of
July 31, 1997, incorporated by reference to Exhibit 3 (ii) of
Form 10-Q for the period ended September 28, 1997.
10.1 Form of Option granted under the 1976 Non-Qualified Stock
Option Plan, incorporated by reference to Exhibit 2.2 of
Registration Statement 2-56905.
10.2 Additional Form of Option to be granted under the 1976
Non-Qualified Stock Option Plan, incorporated by reference to
Exhibit 2 to Post-Effective Amendment No. 3 Registration
Statement 2-56905.
10.3 Addendum dated January 1984, to Form of Option granted under
the 1976 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.13 of Form 10-K for the fiscal year
ended December 31, 1983.
10.4 Addendum dated June 19, 1992, to Form of Option granted under
the 1976 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.15 of Form 10-K for the fiscal year
ended December 27, 1992.
10.5 The Media General, Inc., Amended and Restated Restricted Stock
Plan, dated January 31, 1996, incorporated by reference to
Exhibit 10.10 of Form 10-K for the fiscal year ended December
31, 1995.
10.6 Addendum dated June 19, 1992, to Form of Option granted under
the 1987 Non-Qualified Stock Option Plan, incorporated by
reference to Exhibit 10.20 of Form 10-K for the fiscal year
ended December 27, 1992.
10.7 Media General, Inc., Executive Death Benefit Plan effective
January 1, 1991, incorporated by reference to Exhibit 10.17 of
Form 10-K for the fiscal year ended December 29, 1991.
<PAGE>
10.8 Amendment to the Media General, Inc., Executive Death Benefit
Plan dated July 24, 1991, incorporated by reference to Exhibit
10.18 of Form 10-K for the fiscal year ended December 29,
1991.
10.9 Shareholders Agreement, dated May 28, 1987, between Mary
Tennant Bryan, Florence Bryan Wisner, J. Stewart Bryan III,
and D. Tennant Bryan and J. Stewart Bryan III as trustees
under D. Tennant Bryan Media Trust, and Media General, Inc.,
incorporated by reference to Exhibit 10.50 of Form 10-K for
the fiscal year ended December 31, 1987.
10.10 Amended and Restated Redemption Agreement between Media
General, Inc., and D. Tennant Bryan, dated April 7, 1994,
incorporated by reference to Exhibit 10.21 of Form 10-Q for
the period ended March 27, 1994.
10.11 Media General, Inc., Supplemental Thrift Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.27 of Form 10-K for the fiscal year ended December
25, 1994.
10.12 Media General, Inc., Executive Supplemental Retirement Plan,
amended, and restated as of November 17, 1994, incorporated by
reference to Exhibit 10.28 of Form 10-K for the fiscal year
ended December 25, 1994.
10.13 Deferred Income Plan for Selected Key Executives of Media
General, Inc., and form of Deferred Compensation Agreement
thereunder dated as of December 1, 1984, incorporated by
reference to Exhibit 10.29 of Form 10-K for the fiscal year
ended December 31, 1989.
10.14 Media General, Inc., Management Performance Award Program,
adopted November 16, 1990, and effective January 1, 1991,
incorporated by reference to Exhibit 10.35 of Form 10-K for
the fiscal year ended December 29, 1991.
10.15 Media General, Inc., Deferred Compensation Plan, amended and
restated as of January 1, 1999, incorporated by reference to
Exhibit 4.3 of Registration Statement 333-69527.
10.16 Media General, Inc., ERISA Excess Benefits Plan, amended and
restated as of November 17, 1994, incorporated by reference to
Exhibit 10.33 of Form 10-K for the fiscal year ended December
25, 1994.
10.17 Media General, Inc., 1995 Long-Term Incentive Plan, adopted as
of May 19, 1995, incorporated by reference to Exhibit 10.33 of
Form 10-K for the fiscal year ended December 31, 1995.
10.18 Media General, Inc., 1996 Employee Non-Qualified Stock Option
Plan, adopted as of January 30, 1996, incorporated by
reference to Exhibit 10.20 of Form 10-K for the fiscal year
ended December 29, 1996.
<PAGE>
10.19 Media General, Inc., 1997 Employee Restricted Stock Plan,
adopted as of May 16, 1997, incorporated by reference to
Exhibit 10.21 of Form 10-K for the fiscal year ended December
29, 1996.
10.20 Media General, Inc., Directors' Deferred Compensation Plan,
adopted as of May 16, 1997, incorporated by reference to
Exhibit 10.22 of Form 10-K for the fiscal year ended December
29, 1996.
10.21 Amended and Restated Partnership Agreement, dated November 1,
1987, by and among Virginia Paper Manufacturing Corp., KR
Newsprint Company, Inc., and CEI Newsprint, Inc., incorporated
by reference to Exhibit 10.31 of Form 10-K for the fiscal year
ended December 31, 1987.
10.22 Amended and Restated License Agreement, dated November 1,
1987, by and among Media General, Inc., Garden State Paper
Company, Inc., and Southeast Paper Manufacturing Co.,
incorporated by reference to Exhibit 10.34 of Form 10-K for
the fiscal year ended December 31, 1987.
10.23 Amended and Restated Umbrella Agreement, dated November 1,
1987, by and among Media General, Inc., Knight - Ridder, Inc.,
and Cox Enterprises, Inc., incorporated by reference to
Exhibit 10.32 of Form 10-K for the fiscal year ended December
31, 1987.
10.24 Amended Newsprint Purchase Contract, dated November 1, 1987,
by and among Southeast Paper Manufacturing Co., Media General,
Inc., Knight-Ridder, Inc., and Cox Enterprises, Inc.,
incorporated by reference to Exhibit 10.35 of Form 10-K for
the fiscal year ended December 31, 1987.
10.25 Television affiliation agreement, dated February 10, 1995,
between WFLA-TV and the NBC Television Network incorporated by
reference to Exhibit 10.38 of Form 10-K for the fiscal year
ended December 25, 1994.
10.26 Amendments, dated May 17, 1993, to television affiliations
agreement, between WFLA-TV and National Broadcasting Company,
Inc., dated March 22, 1989, incorporated by reference to
Exhibit 10.47 of Form 10-K for the fiscal year ended December
26, 1993.
10.27 Franchise Agreements, dated June 1, 1998, between Fairfax
County, Virginia, and Media General Cable of Fairfax County,
Inc., incorporated by reference to Exhibit 10.1 of Form 10-Q
for the period ended June 28, 1998.
10.28 Second Amended and Restated Stock and Warrant Purchase and
Shareholders' Agreement dated May 20, 1994, by and among Media
General, Inc., Affiliated Newspapers Investments, Inc., and
Denver Newspapers, Inc., incorporated by reference to Exhibit
2 of Form 8-K dated September 28, 1994.
<PAGE>
10.29 Asset Purchase Agreement dated February 13, 1997, by and among
Media General Newspapers, Inc., and Newspaper Holdings, Inc.,
incorporated by reference to Exhibit 10.36 of Form 10-K dated
March 27, 1997.
10.30 Credit Agreement, dated December 4, 1996, among Media General,
Inc., and various lenders.
13 Media General, Inc., Annual Report to Stockholders for the
fiscal year ended December 27, 1998.
21 List of subsidiaries of the registrant.
23 Consent of Ernst & Young LLP, independent auditors.
27 1998 Financial Data Schedule.
99.1 Annual Report of the Thrift Plan Plus for Employees of Media
General, Inc., on Form 11-K for the year ended December 31,
1998.
99.2 Annual Report of the Register Publishing company, Inc.
Incentive Savings Plan on Form 11-K for the year ended
December 31, 1998.
Note: Exhibits 10.1 - 10.20 are management contracts or
compensatory plans, contracts or arrangements.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDIA GENERAL, INC.
---------------------
(Registrant)
By: /s/ Marshall N. Morton
------------------
Marshall N. Morton
Senior Vice President and
Chief Financial Officer
Date: June 29, 1999
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number V-1799
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THRIFT PLAN PLUS FOR EMPLOYEES OF
MEDIA GENERAL, INC.
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MEDIA GENERAL, INC.
333 East Franklin Street
Richmond, Virginia 23219
<PAGE>
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
THRIFT PLAN PLUS
FOR EMPLOYEES OF MEDIA GENERAL, INC.
YEARS ENDED DECEMBER 31, 1998, AND 1997,
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
THRIFT PLAN PLUS
FOR EMPLOYEES OF MEDIA GENERAL, INC.
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1998, AND 1997
TABLE OF CONTENTS
Report of Independent Auditors...............................................1
Financial Statements
Statements of Net Assets Available for Plan Benefits,
with Fund Information.................................................2-3
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund Information.................................................4-5
Notes to Financial Statements..............................................6-9
Supplemental Schedules Schedule
Schedule of Assets Held for Investment Purposes,
December 31, 1998......................................................A
Schedule of Reportable Transactions,
Year ended December 31, 1998...........................................B
<PAGE>
Report of Independent Auditors
Administrator
Thrift Plan Plus For Employees of Media General, Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Thrift Plan Plus For Employees of Media General, Inc., (the
Plan) as of December 31, 1998 and 1997, and the related statements of changes in
net assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998, and reportable
transactions for the year then ended, are presented for purposes of additional
analysis and are not a required part of the financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of
management. The Fund Information in the statements of net assets available for
plan benefits and the statements of changes in net assets available for plan
benefits is presented for purposes of additional analysis rather than to present
the net assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and Fund Information
have been subjected to the auditing procedures applied in our audits of the
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the financial statements taken as a whole.
ERNST AND YOUNG LLP
June 1, 1999
Richmond, Virginia
<PAGE>
<TABLE>
<CAPTION>
THRIFT PLAN PLUS
FOR EMPLOYEES OF MEDIA GENERAL, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
STABLE VALUE MEDIA GENERAL BALANCED
FUND EQUITY FUND STOCK FUND FUND LOAN FUND TOTAL
-----------------------------------------------------------------------------------
<S> <C>
ASSETS
Investment in Media General, Inc.,
Class A Common Stock, 2,597,423
shares at market of $53.00 per
share, cost $56,083,296 $ - $ - $137,663,419 $ - $ - $137,663,419
Other investments, at market:
Common trust fund managed by
Trustee: Short-Term investments,
cost $2,358,760 695,432 25,000 1,470,429 20,000 147,899 2,358,760
Common trust funds managed by
Frank Russell Trust Co.,
cost $25,150,228 - 36,731,159 - 6,286,766 - 43,017,925
Guaranteed investment contracts,
cost $15,690,496 15,690,496 - - - - 15,690,496
Loans to participants - - - - 7,780,623 7,780,623
Dividends and interest receivable 9,656 482 9,742 183 54,515 74,578
Contributions receivable 126,465 417,548 907,278 111,613 - 1,562,904
Receivable (payable) resulting from
participants' fund transfers 1,143,976 179,214 (1,235,850) 4,519 (91,859) -
Other receivables - - - - 262,163 262,163
------------------------------------------------------------------------------------
17,666,025 37,353,403 138,815,018 6,423,081 8,153,341 208,410,868
LIABILITIES
Contribution refunds payable 27,644 64,163 77,739 11,781 - 181,327
------------------------------------------------------------------------------------
Net assets available for plan benefits $17,638,381 $37,289,240 $138,737,279 $6,411,300 $8,153,341 $208,229,541
====================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
THRIFT PLAN PLUS
FOR EMPLOYEES OF MEDIA GENERAL, INC.
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
STABLE VALUE MEDIA GENERAL BALANCED
FUND EQUITY FUND STOCK FUND FUND LOAN FUND TOTAL
-----------------------------------------------------------------------------------
<S> <C>
ASSETS
Investment in Media General, Inc., Class A
Common Stock, 2,746,535 shares at market
of $41.8125 per share, cost $57,960,808 $ - $ - $114,839,495 $ - $ - $114,839,495
Other investments, at market:
Common trust fund managed by Trustee:
Short-Term investments, cost
$3,292,846 2,008,446 94,499 1,128,306 15,637 45,958 3,292,846
Common trust funds managed by Frank Russell
Trust Co., cost $17,915,121 - 25,380,225 - 4,126,125 - 29,506,350
Guaranteed investment contracts,
cost $12,956,783 12,956,783 - - - - 12,956,783
Loans to participants - - - - 8,023,203 8,023,203
Dividends and interest receivable 6,106 353 3,954 180 56,316 66,909
Contributions receivable 120,594 341,256 840,365 89,575 - 1,391,790
Receivable (payable) resulting from participants'
fund transfers 526,679 1,037,808 (1,654,268) 153,514 (63,733) -
Receivable from broker - - 2,857,450 - - 2,857,450
Other receivables - - - - 243,578 243,578
------------------------------------------------------------------------------------
15,618,608 26,854,141 118,015,302 4,385,031 8,305,322 173,178,404
LIABILITIES
Contribution refunds payable 3,280 33,027 68,005 3,659 - 107,971
------------------------------------------------------------------------------------
Net assets available for plan benefits $15,615,328 $26,821,114 $117,947,297 $4,381,372 $8,305,322 $173,070,433
====================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
THRIFT PLAN PLUS
FOR EMPLOYEES OF MEDIA GENERAL, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1998
STABLE VALUE MEDIA GENERAL BALANCED
FUND EQUITY FUND STOCK FUND FUND LOAN FUND TOTAL
---------------------------------------------------------------------------------------------
<S> <C>
Investment income:
Dividends $ - $ - $ 1,478,651 $ - $ - $ 1,478,651
Interest 922,188 7,160 144,251 2,470 660,638 1,736,707
---------------------------------------------------------------------------------------------
922,188 7,160 1,622,902 2,470 660,638 3,215,358
---------------------------------------------------------------------------------------------
Net appreciation in fair value
of assets - 6,476,263 29,911,216 808,631 - 37,196,110
Contributions:
Employer - - 5,018,370 - - 5,018,370
Participants 1,166,583 4,155,974 3,689,809 1,128,535 - 10,140,901
----------------------------------------------------------------------------------------------
Total 1,166,583 4,155,974 8,708,179 1,128,535 - 15,159,271
----------------------------------------------------------------------------------------------
Adjustments for participants'
fund transfers 2,315,082 2,495,851 (5,082,302) 607,187 (335,818) -
Distributions to withdrawing
participants (2,380,800) (2,667,122) (14,370,013) (516,895) (476,801) (20,411,631)
-----------------------------------------------------------------------------------------------
Net increase (decrease) in net
assets available for
plan benefits 2,023,053 10,468,126 20,789,982 2,029,928 (151,981) 35,159,108
Net assets available for
plan benefits at December
31, 1997 15,615,328 26,821,114 117,947,297 4,381,372 8,305,322 173,070,433
-----------------------------------------------------------------------------------------------
Net assets available for plan
benefits at December
31, 1998 $17,638,381 $37,289,240 $138,737,279 $6,411,300 $8,153,341 $208,229,541
===============================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
THRIFT PLAN PLUS
FOR EMPLOYEES OF MEDIA GENERAL, INC.
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1997
STABLE VALUE MEDIA GENERAL BALANCED
FUND EQUITY FUND STOCK FUND FUND LOAN FUND TOTAL
-------------------------------------------------------------------------------------------------
<S> <C>
Investment income:
Dividends $ - $ - $ 1,525,068 $ - $ - $ 1,525,068
Interest 865,697 7,980 86,629 3,047 684,561 1,647,914
-------------------------------------------------------------------------------------------------
865,697 7,980 1,611,697 3,047 684,561 3,172,982
-------------------------------------------------------------------------------------------------
Net appreciation in fair
value of assets - 5,505,181 33,328,604 463,663 - 39,297,448
Contributions:
Employer - - 4,476,879 - - 4,476,879
Participants 1,251,052 3,130,865 3,963,469 878,029 - 9,223,415
-------------------------------------------------------------------------------------------------
Total 1,251,052 3,130,865 8,440,348 878,029 - 13,700,294
-------------------------------------------------------------------------------------------------
Adjustments for participants'
fund transfers 766,693 2,969,932 (4,245,407) 1,176,733 (667,951) -
Distributions to withdrawing
participants (1,786,395) (1,682,937) (11,062,565) (303,706) (663,547) (15,499,150)
-------------------------------------------------------------------------------------------------
Net increase (decrease) in
net assets available
for plan benefits 1,097,047 9,931,021 28,072,677 2,217,766 (646,937) 40,671,574
Net assets available for
plan benefits at
December 31, 1996 14,518,281 16,890,093 89,874,620 2,163,606 8,952,259 132,398,859
-------------------------------------------------------------------------------------------------
Net assets available for plan
benefits at December
31, 1997 $15,615,328 $26,821,114 $117,947,297 $4,381,372 $8,305,322 $173,070,433
=================================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements
December 31, 1998
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Thrift Plan Plus for Employees of Media General,
Inc., (the Plan) are prepared on the accrual basis of accounting.
VALUATION OF INVESTMENTS
All investments, other than guaranteed investment contracts and loans to
participants, are carried at market value. Deposits under guaranteed investment
contracts are carried at contract value which approximates fair value. Loans to
participants are carried at the original amount of the loan less repayments
received. Investments in securities traded on national securities exchanges are
valued at the last reported sales price or at the last reported bid quotation if
not traded on that day. Investments in commingled equity and balanced funds are
valued at their redemption value. Dividends are recorded on the ex-dividend date
and interest is accrued as earned.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from these estimates.
2. CONTRIBUTIONS
The Plan allows participants to elect to contribute 1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means of regular payroll deductions. Contributions are made in the form of
pretax salary reductions or voluntary contributions of after-tax dollars by the
participants. Participants can elect to contribute 1% to 10% of their pay, in
whole percentages, to the Plan before taxes are withheld from their compensation
and 1% to 10%, in whole percentages, after taxes are withheld from their
compensation. Media General, Inc., (the Company) matches a participant's
contribution up to a total of 6% of the participant's contribution for each plan
year based upon the following chart. If a participant contributes more than 6%
in total to the Plan, the percent designated as pretax is considered first for
purposes of the Company match.
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
2. CONTRIBUTIONS (CONTINUED)
Company matching percentage
---------------------------
Total contribution On pretax portion On after-tax portion
percent to be matched of total of total
by Company contribution contribution contribution
----------------------- ----------------- --------------------
1% 75% 50%
2% 75% 50%
3% 75% 50%
4% 75% 50%
5% 65% 50%
6% 55% 50%
Contributions from participants are invested in accordance with the terms of the
Plan at the option of the participant, in: (i) a Stable Value Fund for the
purchase of guaranteed investment contracts, (ii) an Equity Fund for the
purchase of interests in commingled equity stock funds, (iii) a Media General
Stock Fund for the purchase of Class A Common Stock of Media General, Inc., (iv)
a Balanced Fund for the purchase of an interest in a commingled global balanced
fund or (v) certain combinations of these funds as provided by the Plan. Company
matching contributions are invested in Media General, Inc., stock subject to the
transfer provisions discussed in the following paragraph. The Plan also
includes, among other things, a loan feature (see Note 6). Under specified
guidelines, a participant may request the trustee to transfer a portion of the
participant's balance in other funds into the loan fund for disbursement as a
loan to the participant. Repayment of principal and interest is generally made
by payroll deduction and the loans are fully secured by the participant's
account balance.
On any allocation date (the date that participants may change their Investment
Option selection), participants who have attained age 55 may elect to transfer
100% of the market value of their account to any of the Investment Options
provided for by the Plan. Also, on any allocation date, participants under age
55 may elect to transfer 100% of the market value of their account among the
Stable Value, Equity, and Balanced Funds; transfer 25% of their account from the
Media General Stock Fund to the Stable Value, Equity and/or Balanced Funds, or;
transfer 25% of their account from the Stable Value, Equity and/or Balanced Fund
to the Media General Stock Fund. The allocation date is the first day of any
quarter and four transfers are permitted in any Plan year.
The Plan's assets are held by Northern Trust Company, the trustee, pursuant to a
trust agreement dated July 1, 1987. Frank Russell Trust Company has investment
responsibility for the Equity Fund and the Balanced Fund. Crestar Asset
Management Group has investment responsibility for the Stable Value Fund.
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
3. VESTING, WITHDRAWALS, AND TERMINATIONS
In the event of termination of employment or withdrawal from the Plan,
participants receive the total value of their account. The vesting provisions of
the Plan provide for immediate 100% vesting of the value of Company pretax
matching contributions and the value of after-tax matching contributions.
The Company has established the Plan with the intention that it will continue.
The Company has the right at any time to terminate the Plan. The value of the
participant's accounts would be distributed to the participant in a manner
consistent with the Summary Plan Description.
The above descriptions are provided for informative purposes. Readers should
refer to the Summary Plan Description for more complete information.
4. INCOME TAXES
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Employee contributions qualify as "cash or
deferred" contributions under Section 401(k) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Company believes the Plan continues to qualify under the IRC.
5. INVESTMENTS
Investments representing five percent or more of the Plan's net assets at
December 31, 1998 and 1997 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
-------------------------------------------------------------------
NAME AND TITLE COST MARKET VALUE COST MARKET VALUE
-------------------------------------------------------------------
<S> <C>
Media General, Inc.,
Class A Common Stock $56,083,296 $137,663,419 $57,960,808 $114,839,495
Frank Russell Equity I 18,068,230 33,774,627 13,209,519 23,352,300
</TABLE>
6. LOANS TO PARTICIPANTS
The Plan has a loan feature available to all Plan participants. Loans are made
from the participant's account, reducing the investment balance and creating a
receivable in the Loan Fund. Loans are secured by the participant's vested
account balance. Loans to terminated participants and loans in default are
treated as distributions to the participant. Loans are generally repaid through
payroll deduction including principal and interest.
<PAGE>
Thrift Plan Plus
For Employees of Media General, Inc.
Notes to Financial Statements (continued)
6. LOANS TO PARTICIPANTS (CONTINUED)
The principal portion reduces the receivable from participants and both
principal and interest are transferred to the participant's investment account
as repayments are received.
Participants may obtain loans based on the vested value of their accounts. New
loans cannot exceed 50% of the participant's account value or a maximum of
$50,000 in accordance with the Department of Labor's regulations on loans to
participants. Loans are limited to one loan per participant per twelve-month
period with a maximum of two loans outstanding at any one time. Loans shall bear
a reasonable rate of interest and must be repaid over a period not to exceed 5
years unless used to purchase the participant's primary residence, in which case
the loan must be repaid over a period not to exceed 10 years.
7. RELATED PARTY TRANSACTIONS
Recurring administrative expenses of the Plan, which include trustee fees, are
paid by Media General, Inc. Administrative expenses for the years ended December
31, 1998 and 1997, were approximately $715,000 and $502,000, respectively.
8. COMPARISON TO FORM 5500
Form 5500 requires the recording of a liability for distributions allocated to
participants as of year end, but for which disbursement of those funds from the
Plan has not yet been made. This requirement is different from the presentation
of such funds in the financial statements where they remain in net assets
available for plan benefits. The liability per Form 5500 was $2,735,149 and
$3,054,927 as of December 31, 1998, and 1997, respectively.
9. YEAR 2000 (UNAUDITED)
The Company has developed a plan to modify its internal information technology
to be ready for the year 2000 and has substantially converted critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become year 2000 compliant.
The Company currently expects the project to be complete before 2000. The
Company does not expect year 2000 issues to have a significant effect on plan
operations.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
SCHEDULE A
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes
December 31, 1998
CURRENT OR
NAME AND TITLE COST MARKET VALUE
- --------------------------------------------------------------------------------
STABLE VALUE FUND:
Northern Trust Company *
Short-Term Investment Fund $ 695,432 $ 695,432
===============================
Investment contracts:
Allstate Life Insurance Co.,
5.37%, October 30, 2001 $ 2,016,404 $ 2,016,404
Commonwealth Life, 6.08%,
July 31, 2000 1,065,486 1,065,486
John Hancock, 5.93%,
April 30, 2001 1,025,089 1,025,089
John Hancock, 6.30%,
April 28, 2000 1,092,219 1,092,219
Life of Georgia, 5.00%,
October 31, 2000 1,009,625 1,009,625
Life of Virginia,
5.41%, Open Maturity 1,214,779 1,214,779
Life of Virginia,
6.48%, October 29, 1999 1,129,322 1,129,322
Metropolitan Life, 6.91%,
January 31, 2000 1,119,779 1,119,779
Metropolitan Life, 5.35%,
January 29, 1999 1,160,590 1,160,590
New York Life, 6.46%,
Open Maturity 1,766,642 1,766,642
Peoples Security, 5.96%,
July 31, 2001 1,025,214 1,025,214
Security Life of Denver, 6.30%,
July 29, 1999 1,026,456 1,026,456
Transamerica Life Insurance Co.,
6.00%, January 31, 2001 1,038,891 1,038,891
-------------------------------
$15,690,496 $15,690,496
===============================
* Party in interest to the Plan
<PAGE>
SCHEDULE A
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27a
Schedule of Assets Held for Investment Purposes (continued)
December 31, 1998
CURRENT OR
NAME AND TITLE COST MARKET VALUE
- -------------------------------------------------------------------------------
EQUITY FUND:
Northern Trust Company *
Short-Term Investment Fund $ 25,000 $ 25,000
=================================
Frank Russell * Equity I Fund Shares $ 18,068,230 $ 33,774,627
Frank Russell * Equity II Fund Shares 2,196,538 2,956,532
---------------------------------
$ 20,264,768 $ 36,731,159
=================================
MEDIA GENERAL STOCK FUND:
Northern Trust Company *
Short-Term Investment Fund $ 1,470,429 $ 1,470,429
=================================
Media General, Inc., * Class A
Common Stock $ 56,083,296 $ 137,663,419
=================================
BALANCED FUND:
Northern Trust Company *
Short-Term Investment Fund $ 20,000 $ 20,000
=================================
Frank Russell * Balanced Fund Shares $ 4,885,460 $ 6,286,766
=================================
LOAN FUND:
Northern Trust Company *
Short-Term Investment Fund $ 147,899 $ 147,899
=================================
Loans to participants, 6% - 10% $ 7,780,623 $ 7,780,623
=================================
* Party in interest to the Plan
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE B
Thrift Plan Plus
For Employees of Media General, Inc.
Item 27d
Schedule of Reportable Transactions
Year ended December 31, 1998
CURRENT NET GAIN
IDENTITY OF PURCHASE OR COST OF VALUE OF OR
PARTY INVOLVED DESCRIPTION OF ASSET SALE PRICE ASSET ASSET (LOSS)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
($) ($) ($) ($)
Category (iii) - Series of transactions in excess of 5% of Plan assets:
Northern Trust
Company* Short-Term Investment Fund
56,417,660 increases on 240 transactions 1.00 56,417,660 56,417,660 ---
57,049,478 decreases on 201 transactions 1.00 57,049,478 57,049,478 ---
--------------------------------------------
113,467,138 113,467,138 ---
============================================
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during the
year ended December 31, 1998.
* Party in interest to the Plan
<PAGE>
EXHIBIT INDEX
TO
FORM 11-K FOR
The Thrift Plan Plus
For Employees of Media General, Inc.
Exhibit Number Description of Exhibit
-------------- -----------------------------
23 Consent of Ernst & Young LLP,
Independent auditors, dated
June 23, 1999
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-29478 and Form S-8 No. 333-16737) pertaining to the Thrift Plan
Plus for Employees of Media General, Inc., of our report dated June 1, 1999,
with respect to the financial statements and schedules of the Thrift Plan Plus
for Employees of Media General, Inc., included in this Annual Report (Form 11-K)
for the year ended December 31, 1998.
Ernst & Young LLP
Richmond, Virginia
June 23, 1999
Exhibit 99.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number V-1799
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MEDIA GENERAL, INC.
333 East Franklin Street
Richmond, Virginia 23219
<PAGE>
UNAUDITED
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
YEARS ENDED DECEMBER 31, 1998, AND 1997
<PAGE>
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
UNAUDITED
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1998, AND 1997
TABLE OF CONTENTS
Financial Statements
Statements of Net Assets Available for Plan Benefits,
with Fund Information............................................1-2
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund Information............................................3-4
Notes to Financial Statements.........................................5-9
Supplemental Schedules Schedule
Schedule of Assets Held for Investment Purposes,
December 31, 1998.................................................A
Schedule of Reportable 5% Transactions for the
year ended December 31, 1998......................................B
<PAGE>
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
STABLE FRANK MEDIA
VALUE RUSSELL GENERAL BALANCED
FUND EQUITY FUND STOCK FUND FUND LOAN FUND TOTAL
--------------------------------------------------------------------------------
<S> <C>
ASSETS
Investment in Media General, Inc., Class A
Common Stock, 9,056 shares at market of
$53.00 per share, cost $274,743 $ - $ - $479,968 $ - $ - $ 479,968
Other investments, at market:
Collective investment fund managed by
Northern Trust Company:
Short-term investments, cost $33,560 1,535 - 30,580 - 1,445 33,560
Common trust funds managed by Frank Russell
Trust Co., cost $1,198,236 342,273 695,901 - 332,216 - 1,370,390
Loans to participants - - - - 56,239 56,239
Contributions receivable 1,600 2,098 5,555 1,841 - 11,094
Other receivables - - - - 2,458 2,458
Dividends and interest receivable 5 5 158 2 8 178
--------------------------------------------------------------------------------
Net assets available for plan benefits $345,413 $698,004 $516,261 $334,059 $60,150 $1,953,887
================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
STABLE FRANK MEDIA
VALUE RUSSELL GENERAL BALANCED
FUND EQUITY FUND STOCK FUND FUND LOAN FUND TOTAL
--------------------------------------------------------------------------------
<S> <C>
ASSETS
Investment in Media General, Inc., Class A
Common Stock, 11,479 shares at market of
$41.8125 per share, cost $349,959 $ - $ - $479,966 $ - $ - $ 479,966
Other investments, at market:
Collective investment fund managed by
Northern Trust Company:
Short-term investments, cost $503,705 441,945 - 60,217 - 1,543 503,705
Common trust funds managed by Frank
Russell Trust Co., cost $964,442 - 668,809 - 295,148 - 963,957
Loans to participants - - - - 63,890 63,890
Contributions receivable 817 3,296 7,950 1,652 - 13,715
Other receivables - - - - 1,363 1,363
Dividends and interest receivable 2,122 3 436 - 10 2,571
--------------------------------------------------------------------------------
Net assets available for plan benefits $444,884 $672,108 $548,569 $296,800 $66,806 $2,029,167
================================================================================
</TABLE>
SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
STABLE FRANK MEDIA
VALUE RUSSELL GENERAL BALANCED
FUND EQUITY FUND STOCK FUND FUND LOAN FUND TOTAL
----------------------------------------------------------------------------------------
<S> <C>
Investment income:
Dividends $ - $ - $ 5,529 $ - $ - $ 5,529
Interest 13,639 77 2,259 42 5,130 21,147
----------------------------------------------------------------------------------------
Total 13,639 77 7,788 42 5,130 26,676
----------------------------------------------------------------------------------------
Net appreciation in fair
value of assets 6,843 142,095 117,708 51,554 - 318,200
Contributions:
Employer - - 43,327 - - 43,327
Participants 11,785 28,880 14,974 20,882 - 76,521
----------------------------------------------------------------------------------------
Total 11,785 28,880 58,301 20,882 - 119,848
----------------------------------------------------------------------------------------
Distributions to withdrawing
participants (70,023) (92,126) (331,620) (36,338) (9,897) (540,004)
Adjustments for participants'
fund transfers (61,715) (53,030) 115,515 1,119 (1,889) -
----------------------------------------------------------------------------------------
Net increase (decrease) in
net assets available for
plan benefits (99,471) 25,896 (32,308) 37,259 (6,656) (75,280)
Net assets available for plan
benefits at December 31, 1997 444,884 672,108 548,569 296,800 66,806 2,029,167
----------------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1998 $345,413 $698,004 $516,261 $334,059 $60,150 $1,953,887
========================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REGISTER PUBLISHING COMPANY, INC.
INCENTIVE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
GEORGE
STABLE FRANK MEDIA PUTNUM
VALUE RUSSELL GENERAL BALANCED FUND OF
FUND EQUITY FUND STOCK FUND FUND LOAN FUND BOSTON
-------------------------------------------------------------------------------------------
<S> <C>
Investment income:
Dividends $ - $ - $ 5,544 $ - $ 5,326 $ 1,212
Interest 19,238 13,147 4,226 6,583 220 -
-------------------------------------------------------------------------------------------
Total 19,238 13,147 9,770 6,583 5,546 1,212
-------------------------------------------------------------------------------------------
Net appreciation (depreciation)
in fair value of assets - (1,583) 130,007 934 - 2,447
Contributions:
Employer - - 59,294 - - -
Participants 12,489 180,942 19,519 54,080 - -
-------------------------------------------------------------------------------------------
Total 12,489 180,942 78,813 54,080 - -
-------------------------------------------------------------------------------------------
Distributions to withdrawing
participants - - (65,237) - (7,519) (29,524)
Adjustments for participants'
fund transfers 413,157 479,602 395,216 235,203 6,287 (145,526)
-------------------------------------------------------------------------------------------
Net increase (decrease) in
net assets available for
plan benefits 444,884 672,108 548,569 296,800 4,314 (171,391)
Net assets available for plan
benefits at December 31, 1996 - - - - 62,492 171,391
-------------------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1997 $444,884 $672,108 $548,569 $296,800 $66,806 $ -
===========================================================================================
</TABLE>
<TABLE>
<CAPTION>
PUTNUM PUTNUM PUTNUM PUTNUM
GROWTH PUTNUM DIVERSIFIED NEW STABLE
& INCOME VOYAGER INCOME OPPORTUNITIES VALUE
FUND FUND TRUST FUND FUND TOTAL
-----------------------------------------------------------------------------------------------
<S> <C>
Investment income:
Dividends $ 2,018 $ - $ 358 $ - $ 1,774 $ 16,232
Interest - - - - - 43,414
-----------------------------------------------------------------------------------------------
Total 2,018 - 358 - 1,774 59,646
-----------------------------------------------------------------------------------------------
Net appreciation (depreciation)
in fair value of assets 7,881 (13,680) (3,052) (33,844) - 89,110
Contributions:
Employer - - - - - 59,294
Participants - - - - - 267,030
-----------------------------------------------------------------------------------------------
Total - - - - - 326,324
-----------------------------------------------------------------------------------------------
Distributions to withdrawing
participants (20,335) (43,177) - (59,153) (5,130) (230,075)
Adjustments for participants'
fund transfers (336,188) (284,415) (82,203) (417,804) (263,329) -
-----------------------------------------------------------------------------------------------
Net increase (decrease) in
net assets available for
plan benefits (346,624) (341,272) (84,897) (510,801) (266,685) 245,005
Net assets available for plan
benefits at December 31, 1996 346,624 341,272 84,897 510,801 266,685 1,784,162
-----------------------------------------------------------------------------------------------
Net assets available for plan
benefits at December 31, 1997 $ - $ - $ - $ - $ - $2,029,167
===============================================================================================
</TABLE>
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements
December 31, 1998
1. GENERAL
Media General, Inc. (the Company) is the administrator of the Register
Publishing Company, Inc. Incentive Savings Plan (the Plan). The Company changed
trustee responsibility from Putnum Investments to Northern Trust Company (the
Trustee) on February 28, 1997, pursuant to a trust agreement. The Company
transferred all assets from various Putnum Investment mutual funds to various
funds maintained by Northern Trust Company on April 3, 1997. The Company
assigned Frank Russell Trust Company investment responsibility for the Stable
Value Fund, the Equity Fund, and the Balanced Fund. Prior to April 1997,
investment responsibility belonged to Putnum Investments.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting.
VALUATION OF INVESTMENTS
All investments are carried at market value. Loans to participants are carried
at the original amount of the loan less principal payments received. Investments
in securities traded on national securities exchanges are valued at the last
reported sales price or at the last reported bid quotation if not traded on that
day. Investments in commingled equity and balanced funds are valued at their
redemption value. Dividends are recorded on the ex-dividend date and interest is
accrued as earned.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and the accompanying
notes. Actual results could differ from these estimates.
3. CONTRIBUTIONS
The Plan allows participants to elect to contribute 1% to 20% of their total
compensation, subject to limitations prescribed by the Internal Revenue Code, by
means of regular payroll deductions. Contributions are made in the form of
pretax salary reductions or voluntary contributions of after-tax dollars by
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
3. CONTRIBUTIONS (CONTINUED)
the participants. Participants can elect to contribute 1% to 10% of their pay,
in whole percentages, to the Plan before taxes are withheld from their
compensation and 1% to 10%, in whole percentages, after taxes are withheld from
their compensation. The Company matches a participant's contribution up to a
total of 6% of the participant's contribution for each plan year based upon the
following chart. If a participant contributes more than 6% in total to the Plan,
the percent designated as pretax is considered first for purposes of the Company
match.
Company matching percentage
---------------------------------------------------
Total contribution On pretax portion On after-tax portion
percent to be matched of total of total
by Company contribution contribution contribution
- ----------------------- ----------------- ---------------------------
1% 75% 50%
2% 75% 50%
3% 75% 50%
4% 75% 50%
5% 65% 50%
6% 55% 50%
Contributions from participants are invested in accordance with the terms of the
Plan at the option of the participant, in: (i) a Stable Value Fund for the
purchase of short-term investments, (ii) an Equity Fund for the purchase of
interests in commingled equity stock funds, (iii) a Media General Stock Fund for
the purchase of Class A Common Stock of Media General, Inc., (iv) a Balanced
Fund for the purchase of an interest in a commingled global balanced fund or (v)
certain combinations of these funds as provided by the Plan. Company matching
contributions are invested in Media General, Inc. stock subject to the transfer
provisions discussed in the following paragraph. The Plan also includes, among
other things, a loan feature (see Note 7). Under specified guidelines, a
participant may request the Trustee to transfer a portion of the participant's
balance in other funds into the loan fund for disbursement as a loan to the
participant. Repayment of principal and interest is generally made by payroll
deduction and the loans are fully secured by the participant's account balance.
On any allocation date (the date that participants may change their Investment
Option selection), participants who have attained age 55 may elect to transfer
100% of the market value of their account to any of the Investment Options
provided for by the Plan. Also, on any allocation date, participants under age
55 may elect to: transfer 100% of the market value of their account among the
Stable Value, Equity, and Balanced Funds; transfer 25% of their account from the
Media General Stock Fund to the Stable Value, Equity and/or Balanced Funds, or;
transfer 25% of their account from the Stable Value, Equity,
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
3. CONTRIBUTIONS (CONTINUED)
and/or Balanced Fund to the Media General Stock Fund. The allocation date is
the first day of any quarter and four transfers are permitted in any Plan year.
4. VESTING, WITHDRAWALS, AND TERMINATIONS
In the event of termination of employment or withdrawal from the Plan,
participants receive the total value of their account. The vesting provisions of
the Plan provide for immediate 100% vesting of the value of Company pretax
matching contributions and the value of after-tax matching contributions.
The Company has established the Plan with the intention that it will continue.
The Company has the right at any time to terminate the Plan. The value of the
participant's accounts would be distributed to the participant in a manner
consistent with the Summary Plan Description.
The above descriptions are provided for informative purposes. Readers should
refer to the Summary Plan Description for more complete information.
5. INCOME TAXES
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax
under present income tax law. Employee contributions qualify as "cash or
deferred" contributions under Section 401(k) of the IRC. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Company believes the Plan continues to qualify under the IRC.
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
6. INVESTMENTS
Investments representing five percent or more of the Plan's net assets at
December 31, 1998, and 1997 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---------------------------------------------------------------------
NAME AND TITLE COST MARKET VALUE COST MARKET VALUE
---------------------------------------------------------------------
<S> <C>
Northern Trust Company
Short-Term Investment Fund $ 33,560 $ 33,560 $ 503,705 $ 503,705
Frank Russell Stable Value
Fund 335,447 342,273 - -
Media General, Inc.,
Class A Common Stock 274,743 479,968 349,959 479,966
Frank Russell Balanced Fund 288,749 332,216 294,050 295,148
Frank Russell Equity I Fund 517,461 640,002 615,736 615,198
</TABLE>
7. LOANS TO PARTICIPANTS
The Plan has a loan feature available to all Plan participants. Loans are made
from the participant's account, reducing the investment balance and creating a
receivable in the Loan Fund. Loans are secured by the participant's vested
account balance. Loans to terminated participants and loans in default are
treated as distributions to the participant. Loans are generally repaid through
payroll deduction including principal and interest. The principal portion
reduces the receivable from participants and both principal and interest are
transferred to the participant's investment account as repayments are received.
Participants may obtain loans based on the vested value of their accounts. New
loans cannot exceed 50% of the participant's account value or a maximum of
$50,000 in accordance with the Department of Labor's regulations on loans to
participants. Loans are limited to one loan per participant per twelve-month
period with a maximum of two loans outstanding at any one time. Loans shall bear
a reasonable rate of interest and must be repaid over a period not to exceed 5
years unless used to purchase the participant's primary residence, in which case
the loan must be repaid over a period not to exceed 10 years.
8. RELATED PARTY TRANSACTIONS
Recurring administrative expenses of the Plan, which include trustee fees, are
paid by the Register Publishing Company, Inc. Administrative expenses for the
years ended December 31, 1998, and 1997, were approximately $14,000 and $7,000,
respectively.
<PAGE>
Register Publishing Company, Inc.
Incentive Savings Plan
Notes to Financial Statements (continued)
9. YEAR 2000 (UNAUDITED)
The Company has developed a plan to modify its internal information technology
to be ready for the year 2000, and has substantially converted critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become year 2000 compliant.
The Company currently expects the project to be complete before 2000. The
Company does not expect this project to have a significant effect on plan
operations.
10. SUBSEQUENT EVENTS
Effective January 1, 1999, the Register Publishing Company, Inc. Incentive
Savings Plan merged with the Thrift Plan Plus for Employees of Media General,
Inc. The provisions of the Plan have not changed significantly as a result.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
SCHEDULE A
Register Publishing Company, Inc.
Incentive Savings Plan
Item 27a
Schedule of Assets Held for Investment Purposes
December 31, 1998
NAME AND TITLE COST MARKET VALUE
- ------------------------------------------------------------------------------
STABLE VALUE FUND:
Northern Trust Company *
Short-term Investment Fund $ 1,535 $ 1,535
============================
Frank Russell * Stable Value Fund Shares $ 335,447 $ 342,273
============================
EQUITY FUND:
Frank Russell * Equity I Fund Shares $ 517,461 $ 640,002
Frank Russell * Equity II Fund Shares 56,579 55,899
----------------------------
$ 574,040 $ 695,901
============================
MEDIA GENERAL STOCK FUND:
Northern Trust Company *
Short-term Investment Fund $ 30,580 $ 30,580
============================
Media General, Inc.,* Class A Common Stock $ 274,743 $ 479,968
============================
BALANCED FUND:
Frank Russell * Balanced Fund Shares $ 288,749 $ 332,216
============================
LOAN FUND:
Northern Trust Company *
Short-term Investment Fund $ 1,445 $ 1,445
============================
Loans to participants $ --- $ 56,239
============================
* Party in interest to the plan
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE B
Register Publishing Company, Inc.
Incentive Savings Plan
Item 27d
Schedule of Reportable 5% Transactions
Year ended December 31, 1998
Average Current Net Gain
Purchase or Cost of Value of or
Description of Asset Sale Price Asset Asset (Loss)
- -------------------------------------------------------------------------------------------------------------------
($) ($) ($) ($)
<S> <C>
TRANSACTIONS BY ISSUE:
Category (i) - Individual transactions in excess
of 5% of Plan assets
Purchases:
Frank Russell Stable Value Fund $328,830 $328,830 $328,830 $ ---
Frank Russell Short-Term Investment Fund 328,830 328,830 328,830 ---
Sales:
Frank Russell Short-Term Investment Fund 328,830 328,830 328,830 ---
Category (iii) - Series of transactions in excess
of 5% of Plan assets
Purchases:
Frank Russell Stable Value Fund $338,618 $338,618 $338,618 $ ---
Frank Russell Short-Term Investment Fund 328,879 328,879 328,879 ---
Sales:
Frank Russell Equity I Fund $185,080 $169,442 $185,080 $15,638
Frank Russell Balanced Fund 115,144 105,958 115,144 9,186
Frank Russell Short-Term Investment Fund 328,879 328,879 328,879 ---
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1998.
